Common use of Designation of the Servicer Clause in Contracts

Designation of the Servicer. (a) The servicing, administration and collection of the Receivables shall be conducted by the Servicer designated from time to time in accordance with this Section. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ is hereby designated as, and ▇▇▇▇▇▇ agrees to perform the duties and obligations of, the Servicer pursuant to the terms of this Agreement. At any time after the occurrence and during the continuance of a Servicer Termination Event, the Administrative Agent and the Lenders may at any time designate any Person to succeed ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ as successor servicer. (b) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ may delegate to Seller or its Subsidiaries, as sub‑servicers of the Servicer, certain of its duties and responsibilities as the Servicer hereunder in respect of the Receivables originated by Seller. Without the prior written consent of the Lenders, the Servicer shall not be permitted to delegate any of its duties or responsibilities as the Servicer to any Person other than (i) Seller or its Subsidiaries, (ii) with respect to certain Charged‑Off Receivables, outside collection agencies in accordance with its customary practices, or (iii) in the ordinary course of business consistent with its current customary practices in effect as of the date hereof. Neither Seller nor its Subsidiaries shall be permitted to further delegate to any other Person any of the duties or responsibilities of the Servicer delegated to it by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇. If at any time the Lenders shall designate as the Servicer any Person other than ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ in accordance with the terms hereof, all duties and responsibilities theretofore delegated by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ to Seller or any of its Subsidiaries may, at the discretion of the Administrative Agent or any of the Lenders, be terminated forthwith on notice given by the Administrative Agent or any Lender to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Borrower and the Administrative Agent or the other Lenders, as applicable. (c) Notwithstanding any delegation by the Servicer of its duties and responsibilities to a sub-servicer pursuant to subsection (b) above, for so long as it remains Servicer, (i) the Servicer shall be and remain primarily liable to the Administrative Agent and the Lenders for the full and prompt performance of all duties and responsibilities of the Servicer hereunder and (ii) the Administrative Agent and the Lenders shall be entitled to deal exclusively with the Servicer in matters relating to the discharge by the Servicer of its duties and responsibilities hereunder. The Administrative Agent and the Lenders shall not be required to give notice, demand or other communication to any Person other than the Servicer in order for communication to any sub‑servicer or other delegate with respect thereto to be accomplished. The Servicer shall be responsible for providing any sub‑servicer or other delegate of the Servicer with any notice given to the Servicer under this Agreement.

Designation of the Servicer. (a) The servicing, administration and collection of the Receivables shall be conducted by such Person (the Servicer “Servicer”) so designated from time to time in accordance with this SectionSection 8.01(a). ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Anixter is hereby designated as, and ▇▇▇▇▇▇ hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms of this Agreement. At any time after Anixter shall not resign as the occurrence and during Servicer without the continuance prior written consent of a Servicer Termination Event, the Administrative Agent. The Administrative Agent and the Lenders may at any time designate as Servicer any Person to succeed ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Anixter or any successor Servicer. It is understood and agreed that, solely with respect to the Subsidiary Originator Receivables, the Subsidiary Originator originating such Subsidiary Originator Receivables is hereby designated as successor servicersub-servicer and will perform all of the duties and obligations of the Servicer with respect to such Subsidiary Originator Receivables. (b) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ may delegate to Seller or its Subsidiaries, as sub‑servicers of the Servicer, certain of its duties and responsibilities as the Servicer hereunder in respect of the Receivables originated by Seller. Without the prior written consent of the LendersAdministrative Agent, the Servicer Anixter shall not be permitted to delegate any of its duties or responsibilities as the Servicer to any Person other than (i) Seller or its Subsidiariesthe Borrower, (ii) each Subsidiary Originator with respect to its respective Subsidiary Originator Receivables and (iii) with respect to certain Charged‑Off Charged-Off Receivables, outside collection agencies in accordance with its customary practices, or (iii) in the ordinary course of business consistent with its current customary practices in effect as of the date hereof. Neither Seller the Borrower nor its Subsidiaries Subsidiary Originator shall be permitted to further delegate to any other Person any of the duties or responsibilities of the Servicer delegated to it by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇Anixter. If at any time the Lenders Administrative Agent shall designate as the Servicer any Person other than ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ in accordance with the terms hereofAnixter, all duties and responsibilities theretofore delegated by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Anixter to Seller or any of its Subsidiaries the Borrower may, at the discretion of the Administrative Agent or any of the LendersAgent, be terminated forthwith on notice given by the Administrative Agent or any Lender to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Borrower Anixter and the Administrative Agent or the other Lenders, as applicableBorrower. (c) Notwithstanding any delegation by the Servicer of foregoing subsection (b), if Anixter shall have delegated its duties and responsibilities as Servicer to a sub-servicer pursuant to subsection (b) above, for so long as it remains Servicerany Person, (i) the Servicer Anixter shall be and remain primarily liable to the Administrative Agent and the Lenders for the full and prompt performance of all duties and responsibilities of the Servicer hereunder and (other than any Servicer appointed by the Administrative Agent without Anixter’s consent) hereunder, (ii) the Administrative Agent and the Lenders shall be entitled to deal exclusively with the Servicer Anixter in matters relating to the discharge by the Servicer (other than any Servicer appointed by the Administrative Agent without Anixter’s consent) of its duties and responsibilities hereunder. The hereunder and (iii) neither the Administrative Agent and nor any of the Lenders shall not be required to give any notice, demand or other communication to any Person other than the Servicer Anixter in order for communication to the Servicer (other than any sub‑servicer Servicer appointed by the Administrative Agent without Anixter’s consent) and its sub-servicer or other delegate with respect thereto to be accomplished. The Servicer Anixter, at all times that it is the Servicer, shall be responsible for providing any sub‑servicer sub-servicer or other delegate of the Servicer with any notice given to the Servicer under this Agreement.

Designation of the Servicer. (a) The servicing, administration administering and collection of the Receivables Contracts shall be conducted by the Servicer Person so designated from time to time in accordance with this SectionSection 6. 01. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Until the Program Agent, with the consent or at the direction of the Required Lenders, gives notice to the Borrower and the Servicer of the designation of a new Servicer as provided in Section 6.01(b) below, HDCC is hereby designated as, and ▇▇▇▇▇▇ hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. The Borrower hereby grants to the Servicer an irrevocable power of this Agreement. At attorney, with full power of substitution, coupled with an interest, to take in the name of the Borrower any time after and all steps which are necessary or advisable to endorse, negotiate or otherwise realize on any writing or other right of any kind in connection with any Contract or other Collateral. (b) Upon the occurrence and during the continuance continuation of a any Servicer Termination Event, the Administrative Program Agent and may, with the Lenders may consent or shall at any time designate any Person to succeed ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ as successor servicer. (b) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ may delegate to Seller or its Subsidiaries, as sub‑servicers the direction of the Servicer, certain of its duties and responsibilities as the Servicer hereunder in respect of the Receivables originated by Seller. Without the prior written consent of the Required Lenders, upon written notice to the Servicer shall not be permitted to delegate any of its duties or responsibilities as the Servicer to any Person other than (i) Seller or its Subsidiaries, (ii) with respect to certain Charged‑Off Receivables, outside collection agencies in accordance with its customary practices, or (iii) in the ordinary course of business consistent with its current customary practices in effect as of the date hereof. Neither Seller nor its Subsidiaries shall be permitted to further delegate to any other Person any of the duties or responsibilities of the Servicer delegated to it by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇. If at any time the Lenders shall parties hereto designate as the Servicer any Person other than ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ in accordance with to succeed HDCC (or any successor Servicer) subject to the terms hereofcondition that any such Person so designated shall agree to perform, all and shall be qualified to perform, the duties and responsibilities theretofore delegated obligations of the Servicer under each of the Facility Documents to which it is a party. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon the reasonable determination by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ to Seller or any the Servicer that (x) the performance of its Subsidiaries may, at duties hereunder is no longer permissible under applicable law and (y) there is no reasonable action which the discretion Servicer could take to make the performance of the Administrative Agent or any of the Lenders, be terminated forthwith on notice given by the Administrative Agent or any Lender to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Borrower and the Administrative Agent or the other Lenders, as applicableits duties hereunder permissible under applicable law. (c) Notwithstanding HDCC and any delegation by successor Servicer agrees that, upon its resignation or replacement as the Servicer of its duties and responsibilities to a sub-servicer pursuant to subsection (bSection 6.01(b) above, for so long it will cooperate with the Borrower, the Program Agent and the successor Servicer in effecting the termination of its responsibilities and rights as it remains Servicerthe Servicer hereunder, including, without limitation, (i) assisting the successor Servicer shall be in enforcing all rights under the Contracts and remain primarily liable to the Administrative Agent and the Lenders for the full and prompt performance of all duties and responsibilities of the Servicer hereunder and Related Security, (ii) transferring, promptly upon receipt, to the Administrative Agent successor Servicer, any Collections or other amounts related to the Contracts received by such Servicer, (iii) transferring to the successor Servicer all Records held by or under the control of such Servicer and (iv) permitting the successor Servicer to have access to all tapes, discs, diskettes and related property containing information concerning the Contracts and the Lenders Records and taking all actions necessary in its control to permit the successor Servicer to use all computer software (to the extent it is permitted to do so) that may facilitate the successor Servicer's access to and use of such information and acting as data processing agent for such successor Servicer if requested. Upon the resignation or replacement of HDCC as the Servicer, HDCC shall no longer be entitled to the Servicer Fee accruing from and after the effective date of such resignation or replacement. If HDCC or a successor Servicer resigns or is replaced, it shall be entitled to deal exclusively with reimbursement for all outstanding Servicer Advances at the time and in the order of priority set forth in Section 2.08(b) and 2.08(c), as applicable, notwithstanding its resignation or termination hereunder. (d) The Servicer in matters relating may (i) delegate to any of the discharge by Servicer's Affiliates some or all of the Servicer Servicer's duties hereunder, (ii) delegate to a non-Affiliate discrete portions of its duties and responsibilities hereunder. The Administrative Agent and the Lenders shall not be required , such as, collection, bankruptcy services, repossession, in order to give notice, demand or other communication to any Person other than enable the Servicer in order for communication to any sub‑servicer maximize Collections on the Receivables, and (iii) to a non-Affiliate all or other delegate substantially all of its duties hereunder with respect thereto the prior consent of the Syndication Agents, such consent not to be accomplishedunreasonably withheld or delayed. The Notwithstanding the foregoing, the Servicer shall be responsible remain primarily liable for providing any sub‑servicer or other delegate of the Servicer and all duties delegated in accordance with any notice given to the Servicer under this Agreementclause (d).

Designation of the Servicer. (a) The servicing, administration administering and collection of the Receivables Contracts shall be conducted by the Servicer Person so designated from time to time in accordance with this SectionSection 6.01. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Until the Program Agent, with the consent or at the direction of the Required Lenders, gives notice to the Borrower and the Servicer of the designation of a new Servicer as provided in Section 6.01(b) below, Snap-on Credit is hereby designated as, and ▇▇▇▇▇▇ hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. The Borrower hereby grants to the Servicer an irrevocable power of this Agreement. At attorney, with full power of substitution, coupled with an interest, to take in the name of the Borrower any time after and all steps which are necessary or advisable to endorse, negotiate or otherwise realize on any writing or other right of any kind in connection with any Contract or other Collateral. (b) Upon the occurrence and during the continuance continuation of a any Servicer Termination Event, the Administrative Program Agent and may, with the Lenders may consent or shall at any time designate any Person to succeed ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ as successor servicer. (b) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ may delegate to Seller or its Subsidiaries, as sub‑servicers the direction of the Servicer, certain of its duties and responsibilities as the Servicer hereunder in respect of the Receivables originated by Seller. Without the prior written consent of the Required Lenders, upon written notice to the Servicer shall not be permitted to delegate any of its duties or responsibilities as the Servicer to any Person other than (i) Seller or its Subsidiaries, (ii) with respect to certain Charged‑Off Receivables, outside collection agencies in accordance with its customary practices, or (iii) in the ordinary course of business consistent with its current customary practices in effect as of the date hereof. Neither Seller nor its Subsidiaries shall be permitted to further delegate to any other Person any of the duties or responsibilities of the Servicer delegated to it by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇. If at any time the Lenders shall parties hereto designate as the Servicer any Person other than ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ in accordance with to succeed Snap-on Credit (or any successor Servicer) subject to the terms hereofcondition that any such Person so designated shall agree to perform, all and shall be qualified to perform, the duties and responsibilities theretofore delegated obligations of the Servicer under each of the Facility Documents to which it is a party. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon the reasonable determination by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ to Seller or any the Servicer that (i) the performance of its Subsidiaries mayduties hereunder is no longer permissible under applicable law, at and (ii) there is no reasonable action which the discretion Servicer could take to make the performance of the Administrative Agent or any of the Lenders, be terminated forthwith on notice given by the Administrative Agent or any Lender to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Borrower and the Administrative Agent or the other Lenders, as applicableits duties hereunder permissible under applicable law. (c) Notwithstanding Snap-on Credit and any delegation by successor Servicer agrees that, upon its resignation or replacement as the Servicer of its duties and responsibilities to a sub-servicer pursuant to subsection (bSection 6.01(b) above, for so long it will cooperate with the Borrower, the Program Agent and the successor Servicer in effecting the termination of its responsibilities and rights as it remains Servicerthe Servicer hereunder, including, without limitation, (i) assisting the successor Servicer shall be in enforcing all rights under the Contracts and remain primarily liable to the Administrative Agent and the Lenders for the full and prompt performance of all duties and responsibilities of the Servicer hereunder and Related Security, (ii) transferring, promptly upon receipt, to the Administrative Agent successor Servicer, any Collections or other amounts related to the Contracts received by such Servicer, (iii) transferring to the successor Servicer all Records held by or under the control of such Servicer, and (iv) permitting the successor Servicer to have access to all tapes, discs, diskettes and related property containing information concerning the Contracts and the Lenders Records and taking all actions necessary in its control to permit the successor Servicer to use all computer software (to the extent it is permitted to do so and to the extent it is necessary to service such Receivables) that may facilitate the successor Servicer’s access to and use of such information and acting as data processing agent for such successor Servicer if requested. Upon the resignation or replacement of Snap-on Credit as the Servicer, Snap-on Credit shall no longer be entitled to the Servicer Fee accruing from and after the effective date of such resignation or replacement. If Snap-on Credit or a successor Servicer resigns or is replaced, it shall be entitled to deal exclusively with reimbursement for all outstanding Servicer Advances at the time and in the order of priority set forth in Section 2.08(b) or 2.08(c), as applicable, notwithstanding its resignation or termination hereunder. (d) The Servicer in matters relating may (i) delegate to any of the discharge by Servicer’s Affiliates some or all of the Servicer Servicer’s duties hereunder, (ii) delegate to a non-Affiliate discrete portions of its duties and responsibilities hereunder. The Administrative Agent and the Lenders shall not be required , such as, collection, bankruptcy services, repossession, in order to give notice, demand or other communication to any Person other than enable the Servicer in order for communication to any sub‑servicer maximize Collections on the Receivables, and (iii) to a non-Affiliate all or other delegate substantially all of its duties hereunder with respect thereto the prior consent of the Program Agent (such consent not to be accomplishedunreasonably withheld or delayed). The Notwithstanding the foregoing, the Servicer shall be responsible remain primarily liable for providing any sub‑servicer or other delegate of the Servicer and all duties delegated in accordance with any notice given to the Servicer under this Agreementclause (d).

Designation of the Servicer. (a) The servicing, administration and collection of the Receivables shall be conducted by such Person (the Servicer “Servicer”) so designated from time to time in accordance with this SectionSection 6.1. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ CMC is hereby designated as, and ▇▇▇▇▇▇ hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms of this Agreement. At any time after the occurrence and during the continuance of a Servicer Termination an Amortization Event, the Administrative Agent and the Lenders Required Purchasers may at any time designate as the Servicer any Person to succeed ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ as CMC or any successor servicerServicer. (b) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ CMC may delegate to Seller or its Subsidiariesthe Originators, as sub‑servicers sub-Servicers of the Servicer, certain of its duties and responsibilities as the Servicer hereunder in respect of the Receivables originated by Sellersuch Originators. Without the prior written consent of the LendersPurchasers, the Servicer shall not be permitted to delegate any of its duties or responsibilities as the Servicer to any Person other than (i) Seller or its Subsidiariesthe other Originators, and (ii) with respect to certain Charged‑Off Charged-Off Receivables, outside collection agencies in accordance with its customary practices, or (iii) in the ordinary course of business consistent with its current customary practices in effect as of the date hereof. Neither The Seller nor its Subsidiaries shall not be permitted to further delegate to any other Person any of the duties or responsibilities of the Servicer delegated to it by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇CMC. If at any time following the Lenders occurrence of an Amortization Event, the Required Purchasers, acting jointly, shall designate as the Servicer any Person other than ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ in accordance with the terms hereofCMC, all duties and responsibilities theretofore delegated by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ CMC to the Seller or any of its Subsidiaries Originator may, at the discretion of the Administrative Agent or any of the Lenderssuch Required Purchasers, be terminated forthwith on notice given by the Administrative Agent or any Lender Required Purchasers to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, CMC and to the Borrower and Seller with a copy to the Administrative Agent or the other Lenders, as applicablePurchasers. (c) Notwithstanding any delegation by the Servicer of its duties and responsibilities to a sub-servicer pursuant to foregoing subsection (b) above, for so long as it remains Servicer), (i) the Servicer shall be and remain primarily liable to the Administrative Agent and the Lenders Investor Parties for the full and prompt performance of all duties and responsibilities of the Servicer hereunder and (ii) the Administrative Agent and the Lenders Investor Parties shall be entitled to deal exclusively with the Servicer in matters relating to the discharge by the Servicer of its duties and responsibilities hereunder. The Administrative Agent and the Lenders Investor Parties shall not be required to give notice, demand or other communication to any Person other than the Servicer in order for communication to any sub‑servicer the Servicer and its sub-Servicer or other delegate with respect thereto to be accomplished. The Servicer Servicer, at all times that it is the Servicer, shall be responsible for providing any sub‑servicer sub-Servicer or other delegate of the Servicer with any notice given to the Servicer under this Agreement.

Designation of the Servicer. (a) a. The servicing, administration and collection of the Receivables shall be conducted by such Person (the Servicer “Servicer”) so designated from time to time in accordance with this SectionSection 6.1. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Distributors is hereby designated as, and ▇▇▇▇▇▇ agrees to perform the duties and obligations of, the Servicer pursuant to the terms of this Agreement. At any time after the occurrence and during the continuance of a Servicer Termination an Amortization Event, the Administrative Agent and the Lenders Purchasers may at any time designate as the Servicer any Person to succeed ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ as Distributors or any successor servicerServicer. (b) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ b. Distributors may delegate to Seller or its Subsidiariesthe other Originators, as sub‑servicers sub-servicers of the Servicer (each such other Originator, a “Sub-Servicer”), certain of its duties and responsibilities as the Servicer hereunder in respect of the Receivables originated by Sellersuch Originators. Without the prior written consent of the LendersAdministrative Agent and the Purchasers, the Servicer shall not be permitted to delegate any of its duties or responsibilities as the Servicer to any Person other than (i) Seller or its Subsidiariesthe other Originators, and (ii) with respect to certain Charged‑Off Charged-Off Receivables, outside collection agencies in accordance with its customary practices, or (iii) in the ordinary course of business consistent with its current customary practices in effect as . None of the date hereof. Neither Seller nor its Subsidiaries Sub-Servicers shall be permitted to further delegate to any other Person any of the duties or responsibilities of the Servicer delegated to it by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇Distributors. If at any time following the Lenders occurrence of an Amortization Event, the Administrative Agent and the Purchasers shall designate as the Servicer any Person other than ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ in accordance with the terms hereofDistributors, all duties and responsibilities theretofore delegated by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Distributors to Seller or any of its Subsidiaries the Sub-Servicers may, at the discretion of the Administrative Agent or any of the LendersPurchasers, be terminated forthwith on notice given by any of the Administrative Agent or any Lender Purchasers to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Borrower and the Administrative Agent or the other LendersPurchasers, as applicableDistributors and Seller. (c) c. Notwithstanding any delegation by the Servicer of its duties and responsibilities to a sub-servicer pursuant to foregoing subsection (b) above, for so long as it remains Servicer), (i) the Servicer shall be and remain primarily liable to the Administrative Agent and the Lenders Purchasers for the full and prompt performance of all duties and responsibilities of the Servicer hereunder and (ii) the Administrative Agent and the Lenders Purchasers shall be entitled to deal exclusively with the Servicer in matters relating to the discharge by the Servicer of its duties and responsibilities hereunder. The Administrative Agent and the Lenders Purchasers shall not be required to give notice, demand or other communication to any Person other than the Servicer in order for communication to any sub‑servicer the Servicer and the Sub-Servicers or other delegate with respect thereto to be accomplished. The Servicer Servicer, at all times that it is the Servicer, shall be responsible for providing any sub‑servicer Sub-Servicer or other delegate of the Servicer with any notice given to the Servicer under this Agreement.

Designation of the Servicer. (a) The servicing, administration and collection of the Receivables shall be conducted by such Person (the Servicer “Servicer”) so designated from time to time in accordance with this SectionSection 6. 1. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ is hereby designated as, and ▇▇▇▇▇▇ hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms of this Agreement. At any time after the occurrence and during the continuance of a Servicer Termination an Amortization Event, the Administrative Agent and the Lenders Purchaser Parties may at any time designate as the Servicer any Person to succeed Schneider or any successor Servicer. (b) Schneider may delegate to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ as successor servicer. (b) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ may delegate to Seller or its SubsidiariesEnterprise Resources, LLC, as sub‑servicers sub-Servicer of the Servicer, certain of its duties and responsibilities as the Servicer hereunder in respect of the Receivables originated by Sellerhereunder. Without the prior written consent of the LendersPurchaser Parties, the Servicer shall not be permitted to delegate any of its duties or responsibilities as the Servicer to any Person other than (i) Seller or its Subsidiariesthe Originators, (ii) to ▇▇▇▇▇▇▇▇▇ Enterprise Resources, LLC, and (iii) with respect to certain Charged‑Off Charged-Off Receivables, outside collection agencies in accordance with its customary practices, or (iii) in the ordinary course of business consistent with its current customary practices in effect as of the date hereof. Neither The Seller nor its Subsidiaries shall not be permitted to further delegate to any other Person any of the duties or responsibilities of the Servicer delegated to it by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇. If at any time following the Lenders occurrence of an Amortization Event, the Purchaser Parties shall designate as the Servicer any Person other than ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ in accordance with the terms hereof, all duties and responsibilities theretofore delegated by ▇▇▇▇▇▇▇▇▇ to the Seller or any Originator may, at the discretion of any of the Purchaser Parties, be terminated forthwith on notice given by such Purchaser Party to the other Purchaser Parties, ▇▇▇▇▇▇▇▇▇ to Seller or any of its Subsidiaries may, at the discretion of the Administrative Agent or any of the Lenders, be terminated forthwith on notice given by the Administrative Agent or any Lender to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Borrower and the Administrative Agent or the other Lenders, as applicableSeller. (c) Notwithstanding any delegation by the Servicer of its duties and responsibilities to a sub-servicer pursuant to foregoing subsection (b) above, for so long as it remains Servicer), (i) the Servicer shall be and remain primarily liable to the Administrative Agent and the Lenders Purchaser Parties for the full and prompt performance of all duties and responsibilities of the Servicer hereunder and (ii) the Administrative Agent and the Lenders Purchaser Parties shall be entitled to deal exclusively with the Servicer in matters relating to the discharge by the Servicer of its duties and responsibilities hereunder. The Administrative Agent and the Lenders Purchaser Parties shall not be required to give notice, demand or other communication to any Person other than the Servicer in order for communication to any sub‑servicer the Servicer and its sub-Servicer or other delegate with respect thereto to be accomplished. The Servicer Servicer, at all times that it is the Servicer, shall be responsible for providing any sub‑servicer sub-Servicer or other delegate of the Servicer with any notice given to the Servicer under this Agreement.

Designation of the Servicer. (a) The servicing, administration and collection of the Receivables shall be conducted by such Person (the Servicer “Servicer”) so designated from time to time in accordance with this SectionSection 6.1. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ CMC is hereby designated as, and ▇▇▇▇▇▇ hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms of this Agreement. At any time after the occurrence and during the continuance of a Servicer Termination an Amortization Event, the Administrative Agent and the Lenders PurchasersLiberty Street Administrator, acting jointly, may at any time designate as the Servicer any Person to succeed ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ as CMC or any successor servicerServicer. (b) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ CMC may delegate to Seller or its Subsidiariesthe Originators, as sub‑servicers sub-Servicers of the Servicer, certain of its duties and responsibilities as the Servicer hereunder in respect of the Receivables originated by Sellersuch Originators. Without the prior written consent of the LendersPurchasers, the Servicer shall not be permitted to delegate any of its duties or responsibilities as the Servicer to any Person other than (i) Seller or its Subsidiariesthe other Originators, and (ii) with respect to certain Charged‑Off Charged-Off Receivables, outside collection agencies in accordance with its customary practices, or (iii) in the ordinary course of business consistent with its current customary practices in effect as of the date hereof. Neither Seller nor its Subsidiaries shall not be permitted to further delegate to any other Person any of the duties or responsibilities of the Servicer delegated to it by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇CMC. If at any time following the Lenders occurrence of an Amortization Event, the PurchasersAdministrative Agent and the Liberty Street Administrator, acting jointly, shall designate as the Servicer any Person other than ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ in accordance with the terms hereofCMC, all duties and responsibilities theretofore delegated by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ CMC to Seller or any of its Subsidiaries Originator may, at the discretion of the Administrative Agent or any of the LendersPurchaserthe Liberty Street Administrator, be terminated forthwith on notice given by the Administrative Agent or any Lender Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Borrower and the Administrative Agent or the other LendersPurchaser, as applicable,the Liberty Street Administrator to CMC and to Seller (with, in the case of the Liberty Street Administrator, a copy to the Administrative Agent and, in the case of the Administrative Agent, a copy to the Liberty Street Administrator). (c) Notwithstanding any delegation by the Servicer of its duties and responsibilities to a sub-servicer pursuant to foregoing subsection (b) above, for so long as it remains Servicer), (i) the Servicer shall be and remain primarily liable to the Administrative Agent Agent, the Liberty Street Administrator and the Lenders Purchasers for the full and prompt performance of all duties and responsibilities of the Servicer hereunder and (ii) the Administrative Agent Agent, the Liberty Street Administrator and the Lenders Purchasers shall be entitled to deal exclusively with the Servicer in matters relating to the discharge by the Servicer of its duties and responsibilities hereunder. The Administrative Agent Agent, the Liberty Street Administrator and the Lenders Purchasers shall not be required to give notice, demand or other communication to any Person other than the Servicer in order for communication to any sub‑servicer the Servicer and its sub-Servicer or other delegate with respect thereto to be accomplished. The Servicer Servicer, at all times that it is the Servicer, shall be responsible for providing any sub‑servicer sub-Servicer or other delegate of the Servicer with any notice given to the Servicer under this Agreement.

Designation of the Servicer. (a) The servicing, administration and collection of the Receivables shall be conducted by such Person (the Servicer “Servicer”) so designated from time to time in accordance with this SectionSection 6.1. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ STC is hereby designated as, and ▇▇▇▇▇▇ hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms of this Agreement. At any time after the occurrence and during the continuance of an Amortization Event resulting from an action or inaction of, or circumstance existing with respect to, the Servicer (each, a “Servicer Termination Event”), the Administrative Agent and the Lenders Purchaser may at any time time, upon written notice to the current Servicer and Seller, designate as the Servicer any Person to succeed ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ as STC or any successor servicerServicer. (b) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ STC may delegate to Seller or the its Subsidiaries, including the Originators, as sub‑servicers sub-servicers of the Servicer (each such Subsidiary, a “Sub-Servicer”), certain of its duties and responsibilities as the Servicer hereunder in respect of the Receivables originated by SellerReceivables; provided that STC remains liable for the performance or nonperformance of the duties and responsibilities of the Servicer. Without the prior written consent of the LendersPurchaser, the Servicer shall not be permitted to delegate any of its duties or responsibilities as the Servicer to any Person other than (i) Seller or its Subsidiariesthe Originators, and (ii) with respect to certain Charged‑Off Charged-Off Receivables, outside collection agencies in accordance with its customary practices, or (iii) in the ordinary course of business consistent with its current customary practices in effect as . None of the date hereof. Neither Seller nor its Subsidiaries Sub-Servicers shall be permitted to further delegate to any other Person any of the duties or responsibilities of the Servicer delegated to it by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇STC. If at any time following the Lenders occurrence of a Servicer Termination Event, the Purchaser shall designate as the Servicer any Person other than ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ in accordance with the terms hereofSTC, all duties and responsibilities theretofore delegated by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ STC to Seller or any of its Subsidiaries may, at the discretion of the Administrative Agent or any of the Lenders, Sub-Servicers shall automatically be terminated forthwith on notice given by the Administrative Agent or any Lender to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Borrower and the Administrative Agent or the other Lenders, as applicableterminated. (c) Notwithstanding any delegation by the Servicer of its duties and responsibilities to a sub-servicer pursuant to foregoing subsection (b) above, for so long as it remains Servicer), (i) the Servicer shall be and remain primarily liable to the Administrative Agent and the Lenders Purchaser for the full and prompt performance of all duties and responsibilities of the Servicer hereunder in accordance with the terms hereof and (ii) the Administrative Agent and the Lenders Purchaser shall be entitled to deal exclusively with the Servicer in matters relating to the discharge by the Servicer of its duties and responsibilities hereunder. The Administrative Agent and the Lenders Purchaser shall not be required to give notice, demand or other communication to any Person other than the Servicer in order for communication to any sub‑servicer the Servicer and the Sub-Servicers or other delegate with respect thereto to be accomplished. The Servicer Servicer, at all times that it is the Servicer, shall be responsible for providing any sub‑servicer Sub-Servicer or other delegate of the Servicer with any notice given to the Servicer under this Agreement.

Designation of the Servicer. (a) The servicing, administration and collection of the Receivables shall be conducted by such Person (the Servicer “Servicer”) so designated from time to time in accordance with this SectionSection 6.1. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Distributors is hereby designated as, and ▇▇▇▇▇▇ agrees to perform the duties and obligations of, the Servicer pursuant to the terms of this Agreement. At any time after the occurrence and during the continuance of a Servicer Termination an Amortization Event, the Administrative Agent and the Lenders Purchasers may at any time designate as the Servicer any Person to succeed ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ as Distributors or any successor servicerServicer. (b) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Distributors may delegate to Seller or its Subsidiariesthe other Originators, as sub‑servicers sub-servicers of the Servicer (each such other Originator, a “Sub-Servicer”), certain of its duties and responsibilities as the Servicer hereunder in respect of the Receivables originated by Sellersuch Originators. Without the prior written consent of the LendersAdministrative Agent and the Purchasers, the Servicer shall not be permitted to delegate any of its duties or responsibilities as the Servicer to any Person other than (i) Seller or its Subsidiariesthe other Originators, and (ii) with respect to certain Charged‑Off Charged-Off Receivables, outside collection agencies in accordance with its customary practices, or (iii) in the ordinary course of business consistent with its current customary practices in effect as . None of the date hereof. Neither Seller nor its Subsidiaries Sub-Servicers shall be permitted to further delegate to any other Person any of the duties or responsibilities of the Servicer delegated to it by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇Distributors. If at any time following the Lenders occurrence of an Amortization Event, the Administrative Agent and the Purchasers shall designate as the Servicer any Person other than ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ in accordance with the terms hereofDistributors, all duties and responsibilities theretofore delegated by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Distributors to Seller or any of its Subsidiaries the Sub-Servicers may, at the discretion of the Administrative Agent or any of the LendersPurchasers, be terminated forthwith on notice given by any of the Administrative Agent or any Lender Purchasers to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Borrower and the Administrative Agent or the other LendersPurchasers, as applicableDistributors and Seller. (c) Notwithstanding any delegation by the Servicer of its duties and responsibilities to a sub-servicer pursuant to foregoing subsection (b) above, for so long as it remains Servicer), (i) the Servicer shall be and remain primarily liable to the Administrative Agent and the Lenders Purchasers for the full and prompt performance of all duties and responsibilities of the Servicer hereunder and (ii) the Administrative Agent and the Lenders Purchasers shall be entitled to deal exclusively with the Servicer in matters relating to the discharge by the Servicer of its duties and responsibilities hereunder. The Administrative Agent and the Lenders Purchasers shall not be required to give notice, demand or other communication to any Person other than the Servicer in order for communication to any sub‑servicer the Servicer and the Sub-Servicers or other delegate with respect thereto to be accomplished. The Servicer Servicer, at all times that it is the Servicer, shall be responsible for providing any sub‑servicer Sub-Servicer or other delegate of the Servicer with any notice given to the Servicer under this Agreement.

Designation of the Servicer. (a) The servicing, administration and collection of the Receivables shall be conducted by such Person (the Servicer “Servicer”) so designated from time to time in accordance with this SectionSection 6.1. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ CMC is hereby designated as, and ▇▇▇▇▇▇ hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms of this Agreement. At any time after the occurrence and during the continuance of a Servicer Termination an Amortization Event, the Administrative Agent and the Lenders Purchasers may at any time designate as the Servicer any Person to succeed ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ as CMC or any successor servicerServicer. (b) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ CMC may delegate to Seller or its Subsidiariesthe Originators, as sub‑servicers sub-Servicers of the Servicer, certain of its duties and responsibilities as the Servicer hereunder in respect of the Receivables originated by Sellersuch Originators. Without the prior written consent of the LendersPurchasers, the Servicer shall not be permitted to delegate any of its duties or responsibilities as the Servicer to any Person other than (i) Seller or its Subsidiariesthe other Originators, and (ii) with respect to certain Charged‑Off Charged-Off Receivables, outside collection agencies in accordance with its customary practices, or (iii) in the ordinary course of business consistent with its current customary practices in effect as of the date hereof. Neither Seller nor its Subsidiaries shall not be permitted to further delegate to any other Person any of the duties or responsibilities of the Servicer delegated to it by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇CMC. If at any time following the Lenders occurrence of an Amortization Event, the Purchasers shall designate as the Servicer any Person other than ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ in accordance with the terms hereofCMC, all duties and responsibilities theretofore delegated by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ CMC to Seller or any of its Subsidiaries Originator may, at the discretion of the Administrative Agent or any of the LendersPurchaser, be terminated forthwith on notice given by the Administrative Agent or any Lender Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Borrower and the Administrative Agent or the other LendersPurchaser, as applicable, CMC and to Seller. (c) Notwithstanding any delegation by the Servicer of its duties and responsibilities to a sub-servicer pursuant to foregoing subsection (b) above, for so long as it remains Servicer), (i) the Servicer shall be and remain primarily liable to the Administrative Agent and the Lenders Purchasers for the full and prompt performance of all duties and responsibilities of the Servicer hereunder and (ii) the Administrative Agent and the Lenders Purchasers shall be entitled to deal exclusively with the Servicer in matters relating to the discharge by the Servicer of its duties and responsibilities hereunder. The Administrative Agent and the Lenders Purchasers shall not be required to give notice, demand or other communication to any Person other than the Servicer in order for communication to any sub‑servicer the Servicer and its sub-Servicer or other delegate with respect thereto to be accomplished. The Servicer Servicer, at all times that it is the Servicer, shall be responsible for providing any sub‑servicer sub-Servicer or other delegate of the Servicer with any notice given to the Servicer under this Agreement.

Designation of the Servicer. (a) The servicing, administration administering and collection of the Receivables Contracts shall be conducted by the Servicer Person so designated from time to time in accordance with this SectionSection 6.01. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Until the Program Agent, with the consent or at the direction of the Required Lenders, gives notice to the Borrower and the Servicer of the designation of a new Servicer as provided in Section 6.01(b) below, Snap-on Credit is hereby designated as, and ▇▇▇▇▇▇ hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. The Borrower hereby grants to the Servicer an irrevocable power of this Agreement. At attorney, with full power of substitution, coupled with an interest, to take in the name of the Borrower any time after and all steps which are necessary or advisable to endorse, negotiate or otherwise realize on any writing or other right of any kind in connection with any Contract or other Collateral. (b) Upon the occurrence and during the continuance continuation of a any Servicer Termination Event, the Administrative Program Agent and may, with the Lenders may consent or shall at any time designate any Person to succeed ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ as successor servicer. (b) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ may delegate to Seller or its Subsidiaries, as sub‑servicers the direction of the Servicer, certain of its duties and responsibilities as the Servicer hereunder in respect of the Receivables originated by Seller. Without the prior written consent of the Required Lenders, upon written notice to the Servicer shall not be permitted to delegate any of its duties or responsibilities as the Servicer to any Person other than (i) Seller or its Subsidiaries, (ii) with respect to certain Charged‑Off Receivables, outside collection agencies in accordance with its customary practices, or (iii) in the ordinary course of business consistent with its current customary practices in effect as of the date hereof. Neither Seller nor its Subsidiaries shall be permitted to further delegate to any other Person any of the duties or responsibilities of the Servicer delegated to it by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇. If at any time the Lenders shall parties hereto designate as the Servicer any Person other than ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ in accordance with to succeed Snap-on Credit (or any successor Servicer) subject to the terms hereofcondition that any such Person so designated shall agree to perform, all and shall be qualified to perform, the duties and responsibilities theretofore delegated obligations of the Servicer under each of the Facility Documents to which it is a party. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon the reasonable determination by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ to Seller or any the Servicer that (x) the performance of its Subsidiaries may, at duties hereunder is no longer permissible under applicable law and (y) there is no reasonable action which the discretion Servicer could take to make the performance of the Administrative Agent or any of the Lenders, be terminated forthwith on notice given by the Administrative Agent or any Lender to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Borrower and the Administrative Agent or the other Lenders, as applicableits duties hereunder permissible under applicable law. (c) Notwithstanding Snap-on Credit and any delegation by successor Servicer agrees that, upon its resignation or replacement as the Servicer of its duties and responsibilities to a sub-servicer pursuant to subsection (bSection 6.01(b) above, for so long it will cooperate with the Borrower, the Program Agent and the successor Servicer in effecting the termination of its responsibilities and rights as it remains Servicerthe Servicer hereunder, including, without limitation, (i) assisting the successor Servicer shall be in enforcing all rights under the Contracts and remain primarily liable to the Administrative Agent and the Lenders for the full and prompt performance of all duties and responsibilities of the Servicer hereunder and Related Security, (ii) transferring, promptly upon receipt, to the Administrative Agent successor Servicer, any Collections or other amounts related to the Contracts received by such Servicer, (iii) transferring to the successor Servicer all Records held by or under the control of such Servicer and (iv) permitting the successor Servicer to have access to all tapes, discs, diskettes and related property containing information concerning the Contracts and the Lenders Records and taking all actions necessary in its control to permit the successor Servicer to use all computer software (to the extent it is permitted to do so and to the extent it is necessary to service such Receivables) that may facilitate the successor Servicer’s access to and use of such information and acting as data processing agent for such successor Servicer if requested. Upon the resignation or replacement of Snap-on Credit as the Servicer, Snap-on Credit shall no longer be entitled to the Servicer Fee accruing from and after the effective date of such resignation or replacement. If Snap-on Credit or a successor Servicer resigns or is replaced, it shall be entitled to deal exclusively with reimbursement for all outstanding Servicer Advances at the time and in the order of priority set forth in Section 2.08(b) or 2.08(c), as applicable, notwithstanding its resignation or termination hereunder. (d) The Servicer in matters relating may (i) delegate to any of the discharge by Servicer’s Affiliates some or all of the Servicer Servicer’s duties hereunder, (ii) delegate to a non-Affiliate discrete portions of its duties and responsibilities hereunder. The Administrative Agent and the Lenders shall not be required , such as, collection, bankruptcy services, repossession, in order to give notice, demand or other communication to any Person other than enable the Servicer in order for communication to any sub‑servicer maximize Collections on the Receivables, and (iii) to a non-Affiliate all or other delegate substantially all of its duties hereunder with respect thereto the prior consent of the Program Agent (such consent not to be accomplishedunreasonably withheld or delayed). The Notwithstanding the foregoing, the Servicer shall be responsible remain primarily liable for providing any sub‑servicer or other delegate of the Servicer and all duties delegated in accordance with any notice given to the Servicer under this Agreementclause (d).

Designation of the Servicer. (a) The servicing, administration and collection of the Receivables shall be conducted by such Person (the Servicer “Servicer”) so designated from time to time in accordance with this SectionSection 6.1. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Distributors is hereby designated as, and ▇▇▇▇▇▇ hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms of this Agreement. At any time after the occurrence and during the continuance of a Servicer Termination an Amortization Event, the Administrative Agent and the Lenders Purchasers may at any time designate as the Servicer any Person to succeed ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ as Distributors or any successor servicerServicer. (b) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Distributors may delegate to Seller or its Subsidiariesthe other Originators, as sub‑servicers sub-servicers of the Servicer (each such other Originator, a “Sub-Servicer”), certain of its duties and responsibilities as the Servicer hereunder in respect of the Receivables originated by Sellersuch Originators. Without the prior written consent of the LendersPurchasers, the Servicer shall not be permitted to delegate any of its duties or responsibilities as the Servicer to any Person other than (i) Seller or its Subsidiariesthe other Originators, and (ii) with respect to certain Charged‑Off Charged-Off Receivables, outside collection agencies in accordance with its customary practices, or (iii) in the ordinary course of business consistent with its current customary practices in effect as . None of the date hereof. Neither Seller nor its Subsidiaries Sub-Servicers shall be permitted to further delegate to any other Person any of the duties or responsibilities of the Servicer delegated to it by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇Distributors. If at any time following the Lenders occurrence of an Amortization Event, the Agents shall designate as the Servicer any Person other than ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ in accordance with the terms hereofDistributors, all duties and responsibilities theretofore delegated by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Distributors to Seller or any of its Subsidiaries the Sub-Servicers may, at the discretion of the Administrative Agent or any of the LendersAgents, be terminated forthwith on notice given by any of the Administrative Agent or any Lender Agents to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Borrower and the Administrative Agent or the other LendersAgents, as applicableDistributors and Seller. (c) Notwithstanding any delegation by the Servicer of its duties and responsibilities to a sub-servicer pursuant to foregoing subsection (b) above, for so long as it remains Servicer), (i) the Servicer shall be and remain primarily liable to the Administrative Agent and the Lenders Purchasers for the full and prompt performance of all duties and responsibilities of the Servicer hereunder and (ii) the Administrative Agent Agents and the Lenders Purchasers shall be entitled to deal exclusively with the Servicer in matters relating to the discharge by the Servicer of its duties and responsibilities hereunder. The Administrative Agent Agents and the Lenders Purchasers shall not be required to give notice, demand or other communication to any Person other than the Servicer in order for communication to any sub‑servicer the Servicer and the Sub-Servicers or other delegate with respect thereto to be accomplished. The Servicer Servicer, at all times that it is the Servicer, shall be responsible for providing any sub‑servicer Sub-Servicer or other delegate of the Servicer with any notice given to the Servicer under this Agreement.

Designation of the Servicer. (a) The servicing, administration and collection of the Receivables shall be conducted by such Person (the Servicer “Servicer”) so designated from time to time in accordance with this SectionSection 8.1. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LKQ is hereby designated as, and ▇▇▇▇▇▇ hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms of this Agreement. At any time after following the occurrence and during the continuance of a Servicer Termination an Amortization Event, the Administrative Agent may, and shall, at the Lenders may direction of any Managing Agent, at any time upon at least five (5) Business Days’ notice designate as the Servicer any Person to succeed ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ as LKQ or any successor servicerServicer. (b) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ may delegate to Seller or its Subsidiaries, as sub‑servicers of the Servicer, certain of its duties and responsibilities as the Servicer hereunder in respect of the Receivables originated by Seller. Without the prior written consent of the LendersAdministrative Agent, the Servicer LKQ shall not be permitted to delegate any of its duties or responsibilities as the Servicer to any Person other than (i) Seller or its Subsidiariesan Originator with respect to the Receivables originated by it, and (ii) with respect to certain Charged‑Off Defaulted Receivables, outside collection agencies in accordance with its customary practices, or (iii) in the ordinary course of business consistent with its current customary practices in effect as . None of the date hereof. Neither Seller nor its Subsidiaries Originators shall be permitted to further delegate to any other Person any of the duties or responsibilities of the Servicer delegated to it by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇Person. If at any time time, in accordance with Section 8.1(a), the Lenders Administrative Agent shall designate as the Servicer any Person other than ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ in accordance with the terms hereofLKQ, all duties and responsibilities theretofore delegated by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LKQ to Seller or any of its Subsidiaries Originator may, at the discretion of the Administrative Agent or Agent, and shall, at the direction of any of the LendersManaging Agent, be terminated forthwith on notice given by the Administrative Agent or any Lender to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Borrower and the Administrative Agent or the other Lenders, as applicableLKQ. (c) Notwithstanding any delegation by the Servicer of its duties and responsibilities to a sub-servicer pursuant to foregoing subsection (b) above, for so long as it remains Servicer), (i) the The Servicer shall be and remain primarily liable to the Administrative Agent Agent, the Managing Agents and the Lenders Purchasers for the full and prompt performance of all duties and responsibilities of the Servicer hereunder and (ii) the Administrative Agent Agent, the Managing Agents and the Lenders Purchasers shall be entitled to deal exclusively with the Person serving as Servicer in matters relating to the discharge by the Servicer of its duties and responsibilities hereunder. The Administrative Agent Agent, the Managing Agents and the Lenders Purchasers shall not be required to give notice, demand or other communication to any Person other than the Servicer in order for communication to any sub‑servicer the Servicer and its sub-servicer or other delegate with respect thereto to be accomplished. The Servicer LKQ, at all times that it is the Servicer, shall be responsible for providing any sub‑servicer sub-servicer or other delegate of the Servicer with any notice given to the Servicer under this Agreement.

Designation of the Servicer. (a) The servicing, administration and collection of the Receivables shall be conducted by the Servicer designated from time to time in accordance with this Section. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ is hereby designated as, and ▇▇▇▇▇▇ hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms of this Agreement. At any time after the occurrence and during the continuance of a Servicer Termination Event, the Administrative Agent and the Lenders may at any time designate any Person to succeed ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ as successor servicer. (b) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ may delegate to Seller or its Subsidiaries, as sub‑servicers of the Servicer, certain of its duties and responsibilities as the Servicer hereunder in respect of the Receivables originated by Seller. Without the prior written consent of the Lenders, the Servicer shall not be permitted to delegate any of its duties or responsibilities as the Servicer to any Person other than (i) Seller or its Subsidiaries, (ii) with respect to certain Charged‑Off Receivables, outside collection agencies in accordance with its customary practices, or (iii) in the ordinary course of business consistent with its current customary practices in effect as of the date hereof. Neither Seller nor its Subsidiaries shall be permitted to further delegate to any other Person any of the duties or responsibilities of the Servicer delegated to it by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇. If at any time the Lenders shall designate as the Servicer any Person other than ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ in accordance with the terms hereof, all duties and responsibilities theretofore delegated by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ to Seller or any of its Subsidiaries may, at the discretion of the Administrative Agent or any of the Lenders, be terminated forthwith on notice given by the Administrative Agent or any Lender to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Borrower and the Administrative Agent or the other Lenders, as applicable. (c) Notwithstanding any delegation by the Servicer of its duties and responsibilities to a sub-servicer pursuant to subsection (b) above, for so long as it remains Servicer, (i) the Servicer shall be and remain primarily liable to the Administrative Agent and the Lenders for the full and prompt performance of all duties and responsibilities of the Servicer hereunder and (ii) the Administrative Agent and the Lenders shall be entitled to deal exclusively with the Servicer in matters relating to the discharge by the Servicer of its duties and responsibilities hereunder. The Administrative Agent and the Lenders shall not be required to give notice, demand or other communication to any Person other than the Servicer in order for communication to any sub‑servicer or other delegate with respect thereto to be accomplished. The Servicer shall be responsible for providing any sub‑servicer or other delegate of the Servicer with any notice given to the Servicer under this Agreement.

Designation of the Servicer. (a) The servicing, administration and collection of the Receivables shall be conducted by such Person (the Servicer “Servicer”) so designated from time to time in accordance with this SectionSection 6.1. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ CMC is hereby designated as, and ▇▇▇▇▇▇ hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms of this Agreement. At any time after the occurrence and during the continuance of a Servicer Termination an Amortization Event, the Administrative Agent and the Lenders Required Purchasers may at any time designate as the Servicer any Person to succeed ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ as CMC or any successor servicerServicer. (b) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ CMC may delegate to Seller or its Subsidiariesthe Originators, as sub‑servicers sub-Servicers of the Servicer, certain of its duties and responsibilities as the Servicer hereunder in respect of the Receivables originated by Sellersuch Originators. Without the prior written consent of the LendersPurchasers, the Servicer shall not be permitted to delegate any of its duties or responsibilities as the Servicer to any Person other than (i) Seller or its Subsidiariesthe other Originators, and (ii) with respect to certain Charged‑Off Charged-Off Receivables, outside collection agencies in accordance with its customary practices, or (iii) in the ordinary course of business consistent with its current customary practices in effect as of the date hereof. Neither The Seller nor its Subsidiaries shall not be permitted to further delegate to any other Person any of the duties or responsibilities of the Servicer delegated to it by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇CMC. If at any time following the Lenders occurrence of an Amortization Event, the Administrative Agent and the Nieuw Amsterdam Administrator, acting jointly, shall designate as the Servicer any Person other than ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ in accordance with the terms hereofCMC, all duties and responsibilities theretofore delegated by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ CMC to the Seller or any of its Subsidiaries Originator may, at the discretion of the Administrative Agent or any of the LendersAdministrator, be terminated forthwith on notice given by the Administrative Agent or any Lender Administrator to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇CMC and to the Seller (with, in the Borrower case of an Administrator, a copy to the other Administrator and to the Administrative Agent or and, in the other Lenderscase of the Administrative Agent, as applicablea copy to the Nieuw Amsterdam Administrator). (c) Notwithstanding any delegation by the Servicer of its duties and responsibilities to a sub-servicer pursuant to foregoing subsection (b) above, for so long as it remains Servicer), (i) the Servicer shall be and remain primarily liable to the Administrative Agent and the Lenders Investor Parties for the full and prompt performance of all duties and responsibilities of the Servicer hereunder and (ii) the Administrative Agent and the Lenders Investor Parties shall be entitled to deal exclusively with the Servicer in matters relating to the discharge by the Servicer of its duties and responsibilities hereunder. The Administrative Agent and the Lenders Investor Parties shall not be required to give notice, demand or other communication to any Person other than the Servicer in order for communication to any sub‑servicer the Servicer and its sub-Servicer or other delegate with respect thereto to be accomplished. The Servicer Servicer, at all times that it is the Servicer, shall be responsible for providing any sub‑servicer sub-Servicer or other delegate of the Servicer with any notice given to the Servicer under this Agreement.

Designation of the Servicer. (a) The servicing, administration and collection of the Receivables shall be conducted by such Person (the Servicer “Servicer”) so designated from time to time in accordance with this SectionSection 6.1. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ STC is hereby designated as, and ▇▇▇▇▇▇ agrees to perform the duties and obligations of, the Servicer pursuant to the terms of this Agreement. At any time after the occurrence and during the continuance of an Amortization Event resulting from an action or inaction of, or circumstance existing with respect to, the Servicer (each, a “Servicer Termination Event”), the Administrative Agent and the Lenders Purchaser may at any time time, upon written notice to the current Servicer and Seller, designate as the Servicer any Person to succeed ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ as STC or any successor servicerServicer. (b) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ STC may delegate to Seller or its Subsidiaries, including the Originators, as sub‑servicers sub-servicers of the Servicer (each such Subsidiary, a “Sub-Servicer”), certain of its duties and responsibilities as the Servicer hereunder in respect of the Receivables originated by SellerReceivables; provided that STC remains liable for the performance or nonperformance of the duties and responsibilities of the Servicer. Without the prior written consent of the LendersPurchaser, the Servicer shall not be permitted to delegate any of its duties or responsibilities as the Servicer to any Person other than (i) Seller or its Subsidiariesthe Originators, and (ii) with respect to certain Charged‑Off Charged-Off Receivables, outside collection agencies in accordance with its customary practices, or (iii) in the ordinary course of business consistent with its current customary practices in effect as . None of the date hereof. Neither Seller nor its Subsidiaries Sub-Servicers shall be permitted to further delegate to any other Person any of the duties or responsibilities of the Servicer delegated to it by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇STC. If at any time following the Lenders occurrence of a Servicer Termination Event, the Purchaser shall designate as the Servicer any Person other than ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ in accordance with the terms hereofSTC, all duties and responsibilities theretofore delegated by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ STC to Seller or any of its Subsidiaries may, at the discretion of the Administrative Agent or any of the Lenders, Sub-Servicers shall automatically be terminated forthwith on notice given by the Administrative Agent or any Lender to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Borrower and the Administrative Agent or the other Lenders, as applicableterminated. (c) Notwithstanding any delegation by the Servicer of its duties and responsibilities to a sub-servicer pursuant to subsection (b) above, for so long as it remains Servicer, (i) the Servicer shall be and remain primarily liable to the Administrative Agent and the Lenders for the full and prompt performance of all duties and responsibilities of the Servicer hereunder and (ii) the Administrative Agent and the Lenders shall be entitled to deal exclusively with the Servicer in matters relating to the discharge by the Servicer of its duties and responsibilities hereunder. The Administrative Agent and the Lenders shall not be required to give notice, demand or other communication to any Person other than the Servicer in order for communication to any sub‑servicer or other delegate with respect thereto to be accomplished. The Servicer shall be responsible for providing any sub‑servicer or other delegate of the Servicer with any notice given to the Servicer under this Agreement.

Designation of the Servicer. (a) The servicing, administration and collection of the Receivables shall be conducted by the Servicer designated from time to time in accordance with this Section. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ is hereby designated as, and ▇▇▇▇▇▇ hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms of this Agreement. At any time after the occurrence and during the continuance of a Servicer Termination Event, the Administrative Agent and the Lenders may at any time designate any Person to succeed ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ as successor servicer. (b) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ may delegate to Seller or its Subsidiaries, as sub‑servicers sub-servicers of the Servicer, certain of its duties and responsibilities as the Servicer hereunder in respect of the Receivables originated by Seller. Without the prior written consent of the Lenders, the Servicer shall not be permitted to delegate any of its duties or responsibilities as the Servicer to any Person other than (i) Seller or its Subsidiaries, (ii) with respect to certain Charged‑Off Charged-Off Receivables, outside collection agencies in accordance with its customary practices, or (iii) in the ordinary course of business consistent with its current customary practices in effect as of the date hereof. Neither Seller nor its Subsidiaries shall be permitted to further delegate to any other Person any of the duties or responsibilities of the Servicer delegated to it by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇. If at any time the Lenders shall designate as the Servicer any Person other than ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ in accordance with the terms hereof, all duties and responsibilities theretofore delegated by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ to Seller or any of its Subsidiaries may, at the discretion of the Administrative Agent or any of the Lenders, be terminated forthwith on notice given by the Administrative Agent or any Lender to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Borrower and the Administrative Agent or the other Lenders, as applicable. (c) Notwithstanding any delegation by the Servicer of its duties and responsibilities to a sub-servicer pursuant to subsection (b) above, for so long as it remains Servicer, (i) the Servicer shall be and remain primarily liable to the Administrative Agent and the Lenders for the full and prompt performance of all duties and responsibilities of the Servicer hereunder and (ii) the Administrative Agent and the Lenders shall be entitled to deal exclusively with the Servicer in matters relating to the discharge by the Servicer of its duties and responsibilities hereunder. The Administrative Agent and the Lenders shall not be required to give notice, demand or other communication to any Person other than the Servicer in order for communication to any sub‑servicer sub-servicer or other delegate with respect thereto to be accomplished. The Servicer shall be responsible for providing any sub‑servicer sub-servicer or other delegate of the Servicer with any notice given to the Servicer under this Agreement.

Designation of the Servicer. (a) The servicing, administration administering and collection of the Receivables Contracts shall be conducted by the Servicer Person so designated from time to time in accordance with this SectionSection 6.01. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Until the Program Agent, with the consent or at the direction of the Required Lenders, gives notice to the Borrower and the Servicer of the designation of a new Servicer as provided in Section 6.01(b) below, HDCC is hereby designated as, and ▇▇▇▇▇▇ hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. The Borrower hereby grants to the Servicer an irrevocable power of this Agreement. At attorney, with full power of substitution, coupled with an interest, to take in the name of the Borrower any time after and all steps which are necessary or advisable to endorse, negotiate or otherwise realize on any writing or other right of any kind in connection with any Contract or other Collateral. (b) Upon the occurrence and during the continuance continuation of a any Servicer Termination Event, the Administrative Program Agent and may, with the Lenders may consent or shall at any time designate any Person to succeed ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ as successor servicer. (b) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ may delegate to Seller or its Subsidiaries, as sub‑servicers the direction of the Servicer, certain of its duties and responsibilities as the Servicer hereunder in respect of the Receivables originated by Seller. Without the prior written consent of the Required Lenders, upon written notice to the Servicer shall not be permitted to delegate any of its duties or responsibilities as the Servicer to any Person other than (i) Seller or its Subsidiaries, (ii) with respect to certain Charged‑Off Receivables, outside collection agencies in accordance with its customary practices, or (iii) in the ordinary course of business consistent with its current customary practices in effect as of the date hereof. Neither Seller nor its Subsidiaries shall be permitted to further delegate to any other Person any of the duties or responsibilities of the Servicer delegated to it by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇. If at any time the Lenders shall parties hereto designate as the Servicer any Person other than ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ in accordance with to succeed HDCC (or any successor Servicer) subject to the terms hereofcondition that any such Person so designated shall agree to perform, all and shall be qualified to perform, the duties and responsibilities theretofore delegated obligations of the Servicer under each of the Facility Documents to which it is a party. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon the reasonable determination by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ to Seller or any the Servicer that (x) the performance of its Subsidiaries may, at duties hereunder is no longer permissible under applicable law and (y) there is no reasonable action which the discretion Servicer could take to make the performance of the Administrative Agent or any of the Lenders, be terminated forthwith on notice given by the Administrative Agent or any Lender to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Borrower and the Administrative Agent or the other Lenders, as applicableits duties hereunder permissible under applicable law. (c) Notwithstanding HDCC and any delegation by successor Servicer agrees that, upon its resignation or replacement as the Servicer of its duties and responsibilities to a sub-servicer pursuant to subsection (bSection 6.01(b) above, for so long it will cooperate with the Borrower, the Program Agent and the successor Servicer in effecting the termination of its responsibilities and rights as it remains Servicerthe Servicer hereunder, including, without limitation, (i) assisting the successor Servicer shall be in enforcing all rights under the Contracts and remain primarily liable to the Administrative Agent and the Lenders for the full and prompt performance of all duties and responsibilities of the Servicer hereunder and Related Security, (ii) transferring, promptly upon receipt, to the Administrative Agent successor Servicer, any Collections or other amounts related to the Contracts received by such Servicer, (iii) transferring to the successor Servicer all Records held by or under the control of such Servicer and (iv) permitting the successor Servicer to have access to all tapes, discs, diskettes and related property containing information concerning the Contracts and the Lenders Records and taking all actions necessary in its control to permit the successor Servicer to use all computer software (to the extent it is permitted to do so) that may facilitate the successor Servicer’s access to and use of such information and acting as data processing agent for such successor Servicer if requested. Upon the resignation or replacement of HDCC as the Servicer, HDCC shall no longer be entitled to the Servicer Fee accruing from and after the effective date of such resignation or replacement. If HDCC or a successor Servicer resigns or is replaced, it shall be entitled to deal exclusively with reimbursement for all outstanding Servicer Advances at the time and in the order of priority set forth in Section 2.08(b) and 2.08(c), as applicable, notwithstanding its resignation or termination hereunder. (d) The Servicer in matters relating may (i) delegate to any of the discharge by Servicer’s Affiliates some or all of the Servicer Servicer’s duties hereunder, (ii) delegate to a non-Affiliate discrete portions of its duties and responsibilities hereunder. The Administrative Agent and the Lenders shall not be required , such as, collection, bankruptcy services, repossession, in order to give notice, demand or other communication to any Person other than enable the Servicer in order for communication to any sub‑servicer maximize Collections on the Receivables, and (iii) to a non-Affiliate all or other delegate substantially all of its duties hereunder with respect thereto the prior consent of the Syndication Agents, such consent not to be accomplishedunreasonably withheld or delayed. The Notwithstanding the foregoing, the Servicer shall be responsible remain primarily liable for providing any sub‑servicer or other delegate of the Servicer and all duties delegated in accordance with any notice given to the Servicer under this Agreementclause (d).

Designation of the Servicer. (a) The servicing, administration and collection of the Receivables shall be conducted by such Person (the Servicer “Servicer”) so designated from time to time in accordance with this SectionSection 6.1. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Distributors is hereby designated as, and ▇▇▇▇▇▇ hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms of this Agreement. At any time after the occurrence and during the continuance of a Servicer Termination an Amortization Event, the Administrative Agent and the Lenders Purchasers may at any time designate as the Servicer any Person to succeed ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ as Distributors or any successor servicerServicer. (b) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Distributors may delegate to Seller or its Subsidiariesthe other Originators, as sub‑servicers sub-servicers of the Servicer (each such other Originator, a “Sub-Servicer”), certain of its duties and responsibilities as the Servicer hereunder in respect of the Receivables originated by Sellersuch Originators. Without the prior written consent of the LendersAdministrative Agent and the Purchasers, the Servicer shall not be permitted to delegate any of its duties or responsibilities as the Servicer to any Person other than (i) Seller or its Subsidiariesthe other Originators, and (ii) with respect to certain Charged‑Off Charged-Off Receivables, outside collection agencies in accordance with its customary practices, or (iii) in the ordinary course of business consistent with its current customary practices in effect as . None of the date hereof. Neither Seller nor its Subsidiaries Sub-Servicers shall be permitted to further delegate to any other Person any of the duties or responsibilities of the Servicer delegated to it by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇Distributors. If at any time following the Lenders occurrence of an Amortization Event, the Administrative Agent and the Purchasers shall designate as the Servicer any Person other than ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ in accordance with the terms hereofDistributors, all duties and responsibilities theretofore delegated by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Distributors to Seller or any of its Subsidiaries the Sub-Servicers may, at the discretion of the Administrative Agent or any of the LendersPurchasers, be terminated forthwith on notice given by any of the Administrative Agent or any Lender Purchasers to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Borrower and the Administrative Agent or the other LendersPurchasers, as applicableDistributors and Seller. (c) Notwithstanding any delegation by the Servicer of its duties and responsibilities to a sub-servicer pursuant to foregoing subsection (b) above, for so long as it remains Servicer), (i) the Servicer shall be and remain primarily liable to the Administrative Agent and the Lenders Purchasers for the full and prompt performance of all duties and responsibilities of the Servicer hereunder and (ii) the Administrative Agent and the Lenders Purchasers shall be entitled to deal exclusively with the Servicer in matters relating to the discharge by the Servicer of its duties and responsibilities hereunder. The Administrative Agent and the Lenders Purchasers shall not be required to give notice, demand or other communication to any Person other than the Servicer in order for communication to any sub‑servicer the Servicer and the Sub-Servicers or other delegate with respect thereto to be accomplished. The Servicer Servicer, at all times that it is the Servicer, shall be responsible for providing any sub‑servicer Sub-Servicer or other delegate of the Servicer with any notice given to the Servicer under this Agreement.

Designation of the Servicer. (a) The servicing, administration and collection of the Receivables shall be conducted by such Person (the Servicer “Servicer”) so designated from time to time in accordance with this SectionSection 6.1. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ CMC is hereby designated as, and ▇▇▇▇▇▇ hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms of this Agreement. At any time after the occurrence and during the continuance of a Servicer Termination an Amortization Event, the Administrative Agent and the Lenders Liberty Street Administrator, acting jointly,Required Purchasers may at any time designate as the Servicer any Person to succeed ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ as CMC or any successor servicerServicer. (b) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ CMC may delegate to Seller or its Subsidiariesthe Originators, as sub‑servicers sub-Servicers of the Servicer, certain of its duties and responsibilities as the Servicer hereunder in respect of the Receivables originated by Sellersuch Originators. Without the prior written consent of the LendersPurchasers, the Servicer shall not be permitted to delegate any of its duties or responsibilities as the Servicer to any Person other than (i) Seller or its Subsidiariesthe other Originators, and (ii) with respect to certain Charged‑Off Charged-Off Receivables, outside collection agencies in accordance with its customary practices, or (iii) in the ordinary course of business consistent with its current customary practices in effect as of the date hereof. Neither The Seller nor its Subsidiaries shall not be permitted to further delegate to any other Person any of the duties or responsibilities of the Servicer delegated to it by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇CMC. If at any time following the Lenders occurrence of an Amortization Event, the Administrative Agent and the Liberty Street AdministratorAdministrators, acting jointly, shall designate as the Servicer any Person other than ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ in accordance with the terms hereofCMC, all duties and responsibilities theretofore delegated by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ CMC to the Seller or any of its Subsidiaries Originator may, at the discretion of the Administrative Agent or any of the LendersLiberty Streetany Administrator, be terminated forthwith on notice given by the Administrative Agent or any Lender the Liberty Streetany Administrator to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇CMC and to the Seller (with, in the Borrower case of the Liberty Streetan Administrator, a copy to the other Administrator and to the Administrative Agent or and, in the other Lenderscase of the Administrative Agent, as applicablea copy to the Liberty Street AdministratorAdministrators). (c) Notwithstanding any delegation by the Servicer of its duties and responsibilities to a sub-servicer pursuant to foregoing subsection (b) above, for so long as it remains Servicer), (i) the Servicer shall be and remain primarily liable to the Administrative Agent Agent, the Liberty Street Administrator and the Lenders PurchasersInvestor Parties for the full and prompt performance of all duties and responsibilities of the Servicer hereunder and (ii) the Administrative Agent Agent, the Liberty Street Administrator and the Lenders PurchasersInvestor Parties shall be entitled to deal exclusively with the Servicer in matters relating to the discharge by the Servicer of its duties and responsibilities hereunder. The Administrative Agent Agent, the Liberty Street Administrator and the Lenders PurchasersInvestor Parties shall not be required to give notice, demand or other communication to any Person other than the Servicer in order for communication to any sub‑servicer the Servicer and its sub-Servicer or other delegate with respect thereto to be accomplished. The Servicer Servicer, at all times that it is the Servicer, shall be responsible for providing any sub‑servicer sub-Servicer or other delegate of the Servicer with any notice given to the Servicer under this Agreement.

Designation of the Servicer. (a) The servicing, administration and collection of the Receivables shall be conducted by such Person (the Servicer “Servicer”) so designated from time to time in accordance with this SectionSection 6.1. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ KapStone Paper is hereby designated as, and ▇▇▇▇▇▇ hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms of this Agreement. At any time after the occurrence and during the continuance of an Amortization Event resulting from an action or inaction of, or circumstance existing with respect to, the Servicer (each, a “Servicer Termination Event”), the Administrative Agent and the Lenders Purchasers may at any time time, upon written notice to the current Servicer and the Seller, designate as the Servicer any Person to succeed ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ as KapStone Paper or any successor servicerServicer. (b) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ KapStone Paper may delegate to Seller or its Subsidiariesthe Originators, as sub‑servicers sub-servicers of the Servicer (each such Originator, a “Sub-Servicer”), certain of its duties and responsibilities as the Servicer hereunder in respect of the Receivables originated by Sellersuch Originators. Without the prior written consent of the LendersPurchasers, the Servicer shall not be permitted to delegate any of its duties or responsibilities as the Servicer to any Person other than (i) Seller or its Subsidiariesthe Originators, and (ii) with respect to certain Charged‑Off Charged-Off Receivables, outside collection agencies in accordance with its customary practices, or (iii) in the ordinary course of business consistent with its current customary practices in effect as . None of the date hereof. Neither Seller nor its Subsidiaries Sub-Servicers shall be permitted to further delegate to any other Person any of the duties or responsibilities of the Servicer delegated to it by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇KapStone Paper. If at any time following the Lenders occurrence of a Servicer Termination Event, the Purchasers shall designate as the Servicer any Person other than ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ in accordance with the terms hereofKapStone Paper, all duties and responsibilities theretofore delegated by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ KapStone Paper to Seller or any of its Subsidiaries may, at the discretion of the Administrative Agent or any of the Lenders, Sub-Servicers shall automatically be terminated forthwith on notice given by the Administrative Agent or any Lender to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Borrower and the Administrative Agent or the other Lenders, as applicableterminated. (c) Notwithstanding any delegation by the Servicer of its duties and responsibilities to a sub-servicer pursuant to foregoing subsection (b) above, for so long as it remains Servicer), (i) the Servicer shall be and remain primarily liable to the Administrative Agent and the Lenders Purchasers for the full and prompt performance of all duties and responsibilities of the Servicer hereunder in accordance with the terms hereof and (ii) the Administrative Agent and the Lenders Purchasers shall be entitled to deal exclusively with the Servicer in matters relating to the discharge by the Servicer of its duties and responsibilities hereunder. The Administrative Agent and the Lenders Purchasers shall not be required to give notice, demand or other communication to any Person other than the Servicer in order for communication to any sub‑servicer the Servicer and the Sub-Servicers or other delegate with respect thereto to be accomplished. The Servicer Servicer, at all times that it is the Servicer, shall be responsible for providing any sub‑servicer Sub-Servicer or other delegate of the Servicer with any notice given to the Servicer under this Agreement.